<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 1999 (June 14, 1999)
------------------------------
NEXTEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-19656 36-3939651
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
</TABLE>
2001 EDMUND HALLEY DRIVE, RESTON, VIRGINIA 20191
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 433-4000
------------------
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
Agreement with U.S. Department of Justice: On June 14, 1999, Nextel
Communications, Inc. ("Nextel") announced that it reached agreement with the
U.S. Department of Justice ("DOJ") regarding a proposed settlement of Nextel's
legal challenges to the Consent Decree entered in 1995 by the United States
District Court for the District of Columbia (the "Court") in the case, United
States of America v. Motorola, Inc. and Nextel Communications, Inc. (the
"Consent Decree").
The Consent Decree prohibited Nextel from owning or managing more than a limited
amount of 900 MHz frequencies in thirteen of the largest markets in the United
States. Under the terms of the proposed settlement between the DOJ and Nextel,
which is subject to court approval, Nextel will, subject to certain limitations,
be permitted to acquire ownership of or rights to use 108 channels of the
available 200 channels in the 900 MHz frequency range allocated for specialized
mobile radio and other uses, in most of the thirteen markets that were subject
to restrictions in the Consent Decree. In certain of those major markets located
near national boundaries, where only 100 channels are available in the 900 MHz
frequency range, Nextel will be permitted to acquire up to 54 of those channels.
Additionally, the Consent Decree and any related restrictions on Nextel's
utilization of additional 900 MHz channels in those markets will terminate on
October 30, 2000. As a component of the overall settlement, Nextel will not be
permitted to complete its agreement to acquire Geotek's holdings of 900 MHz
channels in the Consent Decree markets, and the DOJ withdrew its objections to
Nextel's acquisition of Geotek's 900 MHz channel holdings outside the Consent
Decree markets.
Nextel expects that it will use any additional 900 MHz channels to expand the
capacity of its digital mobile network as part of a planned deployment of
dual-band 800/900 MHz technology being developed by Motorola, Inc.
Nextel issued a press release announcing this settlement agreement on June 14,
1999. A copy of the press release is filed as Exhibit 99.3 to this report and is
incorporated in this report by reference. On June 14, 1999, Nextel and the DOJ
filed a Joint Motion with the Court to commence the process of implementing the
settlement agreement, and also jointly filed a Stipulation with the Court
concerning the proposed modification of the Consent Decree as agreed by the
parties. A copy of the Joint Motion and the Stipulation are filed as Exhibit
99.1 and 99.2, respectively, to this report and are incorporated in this report
by reference.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: A number of the matters and subject areas discussed in this report and in
the press release filed as Exhibit 99.3 to this report that are not historical
or current facts deal with potential future circumstances and developments. The
ability of Nextel to acquire additional 900 MHz channels and to deploy dual band
800/900 MHz iDEN technology developed by Motorola, remain subject to risks that
include the potential fluctuations in demand for products and services utilizing
900 MHz channels, and rapid technological and market change. The discussion of
these matters and subject areas is qualified by the inherent risks and
uncertainties surrounding expectations of Nextel's digital mobile network
business generally. Nextel has attempted to identify, in context, certain
factors that it currently believes may cause actual future experience and
results in its digital mobile network business to differ from Nextel's current
expectations regarding such relevant matters or subject areas, and such risks
and uncertainties are described from time to time in Nextel's reports filed with
the Securities and Exchange Commission, including Nextel's Annual Report on Form
10-K for the fiscal year ended December 31, 1998 and in Nextel's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1999.
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
NOT APPLICABLE
(b) PRO FORMA FINANCIAL INFORMATION.
NOT APPLICABLE
(c) EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description
----------- -------------------
<S> <C>
99.1 Joint Motion filed by Nextel and the U.S. Department
of Justice (the "DOJ") on June 14, 1999 with the U.S.
District Court for the District of Colombia (the
"Court")
99.2 Stipulation jointly filed by Nextel and the DOJ on June
14, 1999 with the Court
99.3 Press Release dated June 14, 1999 issued by Nextel.
</TABLE>
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEXTEL COMMUNICATIONS, INC.
Date: June 15, 1999 By: /s/ Thomas J. Sidman
-----------------------------------
Thomas J. Sidman
Vice President and General Counsel
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description
----------- -------------------
<S> <C>
Joint Motion filed by Nextel and the DOJ on June 14, 1999
99.1 with the Court
99.2 Stipulation jointly filed by Nextel and the DOJ on
June 14, 1999 with the Court
99.3 Press Release dated June 14, 1999 issued by Nextel.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
- ------------------------------------
)
UNITED STATES OF AMERICA )
)
)
Plaintiff, ) Case No. 1:94CV02331 (TFH/JMF)
)
v. )
)
MOTOROLA, INC. and )
NEXTEL COMMUNICATIONS, INC. )
)
Defendants. )
)
- ------------------------------------)
JOINT MOTION TO STAY PROCEEDINGS IN CONNECTION WITH NEXTEL'S MOTION TO VACATE
CONSENT DECREE AND TO ESTABLISH NOTICE AND PUBLIC COMMENT PROCEDURES FOR MOTION
TO MODIFY FINAL JUDGMENT
Plaintiff United States of America and Nextel Communications, Inc.
("Nextel") jointly move this Court to enter an order to (1) stay the
proceedings in connection with Nextel's pending Motion to Vacate Consent
Decree; and (2) establish procedures for public comment on and the Court's
consideration of the Motion To Modify Final Judgment, and in support of this
motion, state as follows:
1. On February 16, 1999, Nextel filed a motion to vacate the consent
decree ("Final Judgment") entered by this Court on July 25, 1995. An
evidentiary hearing on Nextel's motion is scheduled to begin June 14, 1999.
Nextel has now moved to modify the Final Judgment, and the United States has
tentatively agreed to the modification. As a matter of policy, however, the
<PAGE> 2
Antitrust Division does not finally consent to the modification of judgments
without public notice and an opportunity for public comments.
2. Therefore, the parties have entered into a stipulation, filed
concurrently, agreeing to stay the proceedings in connection with Nextel's
Motion To Vacate Consent Decree, and setting forth a procedure for notice and
comments on the proposed modification of the decree. This procedure is designed
to provide all potentially interested persons with adequate notice that a
motion to modify the Final Judgment is pending, adequate notice of the reasons
in support of the proposed modification, and an adequate opportunity to comment
thereon. See United States v. Swift Co., 1975-1 Trade Cas. (CCH) Paragraph 60,
201, at 65,703 (N.D. Ill. 1975). In addition to this procedure, the United
States intends to provide prompt notice of the proposed modification to amici
curiae in connection with Nextel's Motion to Vacate Consent Decree and, to the
extent they can be located, all persons who submitted comments in connection
with the entry of the initial Final Judgment. The parties intend to implement
the procedure for modification promptly and request the Court to rule on the
proposed modification as quickly as possible after the procedure is completed.
3. The parties have agreed that interested persons should be given an
opportunity to submit comments concerning the proposed modification of the
Final Judgment. Therefore, the United States and Nextel jointly move the Court
to order that:
a. Nextel publish at its own expense a notice in two consecutive
issues of (1) The Wall Street Journal and (2) Communications Week
International, and file proof of such publication with the Court;
b. The United States publish a notice in the Federal Register;
c. Copies of all comments received by the United States and the United
States'
<PAGE> 3
response thereto shall be filed within thirty (30) days after
expiration of the thirty day comment period; and
d. This Court will not rule upon Nextel's motion before it has
received copies of any comments and the United States' response to
those comments.
A proposed Order to Stay Proceedings and Establish Notice and Comment
Procedures is attached to this motion.
DATED: Respectfully submitted,
FOR PLAINTIFF UNITED STATES:
/s/ DONALD J. RUSSELL
---------------------
Donald J. Russell
Chief, Telecommunications Task Force
Department of Justice
Telecommunications Task Force
1401 H Street, N.W., Suite 8000
Washington, DC 20530
(202) 514-5621
FOR NEXTEL COMMUNICATIONS, INC.
/s/ JAMES GAUCH
---------------
James Gauch
D.C. Bar No. 447839
Jones, Day, Reavis & Pogue
51 Louisiana Ave. N.W.
Washington, D.C. 20001
(202) 879-3939
Dated: June 13, 1999
-------------
<PAGE> 4
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
- ------------------------------------
)
UNITED STATES OF AMERICA )
)
)
Plaintiff, ) Case No. 1:94CV02331 (TFH/JMF)
)
v. )
)
MOTOROLA, INC. and )
NEXTEL COMMUNICATIONS, INC. )
)
Defendants. )
)
- ------------------------------------)
ORDER TO STAY PROCEEDINGS IN CONNECTION WITH NEXTEL'S MOTION TO VACATE
CONSENT DECREE AND TO ESTABLISH NOTICE AND
PUBLIC COMMENT PROCEDURES FOR MOTION TO MODIFY FINAL JUDGMENT
Nextel Communications, Inc. ("Nextel"), having moved for an order
modifying the Final Judgment entered by this Court on July 25, 1995, and
Plaintiff, the United States of America, having tentatively consented to the
motion, and Plaintiff and Nextel having agreed, that (1) the proceedings in
connection with Nextel's Motion to Vacate Consent Decree, filed February 16,
1999 be stayed; and (2) that interested persons should be given an opportunity
to submit comments concerning the proposed modification of the Final Judgment,
and it appearing to the Court desirable to stay such proceedings and invite such
comments, and in consideration of the Stipulation of the parties dated June 13,
1999, it is:
<PAGE> 5
ORDERED, that the proceedings in connection with Nextel's Motion to Vacate
Consent Decree, filed February 16, 1999, be stayed pending final resolution of
the Motion To Modify Final Judgment; and it is:
FURTHER ORDERED, that Nextel publish at its own expense a notice in two
consecutive issues of (a) The Wall Street Journal and (b) Communications Week
International, and file proof of such publication with the Court; and it is:
FURTHER ORDERED, that the United States publish a notice in the Federal
Register; and it is:
FURTHER ORDERED, that copies of all comments received by the Plaintiff and
the Plaintiff's response thereto shall be filed with this Court by Plaintiff
within thirty (30) days after the conclusion of the thirty (30) day public
comment period; and it is:
FURTHER ORDERED, that this Court will not rule upon the Motion To Modify
Final Judgment until it has received copies of any comments and the United
States' response to those comments.
DONE, this day of , 1999.
------ ---------------------
----------------------------
UNITED STATES DISTRICT JUDGE
<PAGE> 1
EXHIBIT 99.2
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
- ------------------------------------
)
UNITED STATES OF AMERICA )
)
)
Plaintiff, ) Case No. 1:94CV02331 (TFH)
)
v. )
)
MOTOROLA, INC. and )
NEXTEL COMMUNICATIONS, INC. )
)
Defendants. )
)
- ------------------------------------)
STIPULATION
It is stipulated by and between the undersigned parties, by their respective
attorneys, that:
1. Nextel Communications, Inc. ("Nextel") has filed a motion requesting that
the Court vacate the Final Judgment entered in this case on July 25, 1995. The
United States has opposed this motion. The United States tentatively has agreed
to the modification of the Final Judgment pursuant to the terms of the proposed
Order attached as Exhibit A, but as a matter of policy does not finally consent
to the modification of judgments without public notice and an opportunity for
public comments. Therefore, the parties agree to the following procedures for
modification of the Final Judgment. Pursuant to this stipulation, Nextel will
move to modify the Final Judgment, and Nextel and the United States will
jointly move the Court for an order establishing the
<PAGE> 2
procedures for modification of the Final Judgment.
2. Nextel will publish at its expense a notice of the proposed modification,
in two consecutive issues of (a) The Wall Street Journal, and (b)
Communications Week International; and an order directing such publication may
be entered by the Court without further notice to any party or any other
proceedings.
3. The United States will publish in the Federal Register a notice announcing
Nextel's motion and the Department's tentative consent to it, summarizing the
Complaint, the Final Judgment, the Motion for Modification, and the Modified
Final Judgment, describing the procedures for inspection and obtaining copies
of relevant papers, and inviting the submission of comments.
4. After the conclusion of a 30-day period for public comment, the United
States will within 30 days file with the Court copies of any comments that it
receives and its response to those comments.
5. An Order to modify the July 25, 1995 Final Judgment entered in this cause of
action is attached as Exhibit A. The parties request that the Court refrain
from ruling upon the motion to modify until such time as it has received copies
of any comments and the United States' response to those comments. The parties
acknowledge the public interest in expediting these proceedings, and
accordingly the parties respectfully request the Court to act on the proposed
Order as soon as practicable after the United States has filed its response to
public comments. The United States reserves its right to withdraw its consent
to the motion to modify, which it may do at any time before the entry of an
Order modifying the Final Judgment, by filing a notice of withdrawal of its
consent with the Court and serving a copy of said notice upon defendants.
<PAGE> 3
6. The parties agree that the proceedings in connection with Nextel's pending
Motion to Vacate Consent Decree will be stayed pending final resolution of the
motion to modify the Final Judgment, and Nextel agrees that if the proposed
modification is entered, it will withdraw its Motion to Vacate Consent Decree.
7. Nextel agrees to take all appropriate actions on June 15, 1999 to
terminate its contract to acquire the licenses of Geotek Communications, Inc.
identified in Attachment A to the proposed Order modifying the Final Judgment.
8. In the event that the United States withdraws its consent to the proposed
modification of the Final Judgment, or if the proposed Order modifying the
Final Judgment is not entered pursuant to this Stipulation, then this
Stipulation shall be of no effect whatsoever; the making of this Stipulation
shall be without prejudice to any party in this or any other proceeding; and
the Stipulation shall not thereafter be used in this or any other action or for
any other purpose.
FOR PLAINTIFF
UNITED STATES OF AMERICA
/s/ DONALD J. RUSSELL
---------------------
Joel I. Klein Donald J. Russell
Assistant Attorney General Chief
Telecommunications Task Force
A. Douglas Melamed Claude Scott
Deputy Assistant Attorney General Attorney
Telecommunications Task Force
Constance K. Robinson United States Department of Justice
Director of Operations & Antitrust Division
Merger Enforcement 1401 H Street, NW, Suite 8000
Washington, D.C. 20005
(202) 514-5808
Dated: June 13, 1999
-------------
3
<PAGE> 4
FOR NEXTEL COMMUNICATIONS, INC.
/s/ JAMES GAUCH
- ---------------
James Gauch
D.C. Bar # 447839
Jones, Day, Reavis & Pogue
51 Louisiana Ave. N.W.
Washington, D.C. 20001
(202) 879-3939
Dated: June 13, 1999
-------------
4
<PAGE> 5
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
- ------------------------------------
)
UNITED STATES OF AMERICA )
)
)
Plaintiff, ) Case No. 1:94CV02331 (TFH)
)
v. )
)
MOTOROLA, INC. and )
NEXTEL COMMUNICATIONS, INC. )
)
Defendants. )
)
- ------------------------------------)
ORDER
The Court finds that modification of the Final Judgment entered July 25, 1995,
as set forth below, is in the public interest, and hereby orders that the Final
Judgment be modified as follows:
1. Section IV.A. of the Final Judgment shall be vacated, and replaced by the
following:
"A. Defendants as a group may not hold or acquire licenses for more than
one hundred eight (108) 900 MHz channels in any Category A City or more than
fifty four (54) 900 MHz channels in any Category B City without the prior
written permission of plaintiff."
<PAGE> 6
2. Section IV.E. of the Final Judgment shall be vacated, and replaced by the
following:
"E. Notwithstanding the provisions of section IV. Paragraphs C and D,
above, defendants may (1) refuse to terminate a management agreement, (2)
exercise, maintain, enforce or claim a right of first refusal to purchase, or
(3) exercise, maintain, enforce or claim a right to select the SMR
infrastructure equipment used by a 900 MHz channel in a Category A City when,
including that channel, the defendants as a group control by license and by
management agreement, combined, one hundred eight (108) or fewer 900 MHz
channels in that city. Further, defendants may (1) refuse to terminate a
management agreement, (2) exercise, maintain, enforce or claim a right of first
refusal to purchase, or (3) exercise, maintain, enforce or claim a right to
select the SMR infrastructure equipment used by a 900 MHz channel in a Category
B City when, including that channel, the defendants as a group control by
license and by management agreement, combined, fifty four (54) or fewer 900 MHz
channels in that city."
3. Section IV.G. of the Final Judgment shall be vacated, and replaced by
the following:
"G. Defendants are enjoined and restrained from entering into new
management agreements for 900 MHz channels in any Category A or Category B
Cities, except as to channels owned or managed by defendants as of August 4,
1994, without the prior written permission of plaintiff, unless the number of
managed channels, in combination with the channels held or acquired by
defendants is less than or equal to one hundred eight (108) 900 MHz channels if
a Category A City and fifty four (54) 900 MHz channels if a Category B City.
Defendants are further enjoined and restrained from holding or acquiring,
either directly or indirectly, more than a five percent ownership interest in
any corporation or entity that itself owns, controls, or manages, either
directly or indirectly, 900 MHz channels in any Category A or B Cities without
<PAGE> 7
the prior written permission of the plaintiff unless the corporation's or
entity's ownership, control or management of 900 MHz channels in combination
with that of defendants is less than or equal to one hundred eight (108) 900
MHz channels if a Category A City and fifty four (54) 900 MHz channels if a
Category B City."
4. The Final Judgment shall be modified to include the following new Section
IV.K.:
"K. For the term of this Final Judgment as modified, Nextel is
enjoined and restrained from acquiring any of the licenses identified in
Attachment A."
5. Section VIII.C. of the Final Judgment shall be vacated, and replaced
by the following:
"C. This Final Judgment shall expire October 30, 2000."
6. Section VIII.E. of the Final Judgment shall be vacated.
----------------------------
THOMAS F. HOGAN
UNITED STATES DISTRICT JUDGE
Dated:
<PAGE> 1
Exhibit 99.3
NEXTEL COMMUNICATIONS, INC.
2001 Edmund Halley Drive
Reston, VA 20191
703 433-4000
For Immediate Release
CONTACTS:
NEXTEL MEDIA: BEN BANTA (703) 433-4700
NEXTEL INVESTORS: PAUL BLALOCK (703) 433-4300
NEXTEL TO BE FREED TO UTILIZE 900 MHz SPECTRUM TO EXPAND iDEN(R) NETWORK
RESTON, VA -- JUNE 14, 1999 -- Nextel Communications, Inc. (NASDAQ: NXTL) a
leading provider of fully integrated mobile wireless communication services,
today announced that it has reached agreement with the United States Department
of Justice for an out of court settlement, regarding Nextel's legal challenge to
the continuing validity of the 1995 Consent Decree.
According to the terms of the 1995 Consent Decree, Nextel was constrained from
owning or managing more than a limited amount of 900 MHz frequencies in 13 of
the largest markets in the United States. Under the agreed terms of the
settlement, which is subject to court approval, Nextel will be permitted to
acquire ownership of or rights to use more than half (108 of the available 200)
of the 900 MHz channels allocated for specialized mobile radio and other uses in
the Consent Decree markets. The entire Consent Decree, and any associated
restrictions on Nextel's utilization of additional 900 MHz channels in these
markets, will terminate on October 30, 2000. The Consent Decree imposed no
restrictions on Nextel's ability to acquire 900 MHz spectrum in any other United
States markets.
"This brings clarity to Nextel's business strategy and development," said Dan
Akerson, chairman and chief executive officer, Nextel Communications. "This
settlement affords us a two-fold benefit. First, there is certainty as to when
the Consent Decree will end; and second, we will be free to acquire more than
two and a half MHz in each of the larger consent markets, more than tripling our
900 MHz position in each of those markets. This will allow Nextel to assemble a
critical mass of 900 MHz channels that will facilitate expansion and capital
efficiency in the deployment of our iDEN network."
Nextel expects that it will use these additional 900 MHz channels to expand the
capacity of its iDEN network in deploying an expanded-band 800/900 MHz iDEN
technology being developed by Motorola.
A number of matters and subject areas discussed in this press release that are
not historical or current facts deal with potential future circumstances and
developments. The ability for Nextel to acquire additional 900 MHz channels and
deploy dual band 800/900 MHz iDEN technology developed by Motorola, remain
subject to risks that include the potential fluctuations in demand for products
and services utilizing 900 MHz channels, and rapid technological and market
change. The discussion of these matters and subject areas is qualified by the
inherent risks and uncertainties surrounding expectations of Nextel's digital
mobile network business generally. Nextel has attempted to identify, in context,
certain factors that it currently believes may cause actual future experience
and results in its digital mobile network business to differ from Nextel's
current expectations regarding such relevant matters or subject areas, and such
risks and uncertainties are described from time to time in Nextel's reports
filed with the Securities and Exchange Commission, including Nextel's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998.
Nextel Communications Inc., headquartered in Reston, VA, is the leading provider
of fully integrated wireless communications and has built the largest guaranteed
all-digital wireless network in the United
<PAGE> 2
States that covers thousands of communities across the United States. Nextel and
Nextel Partners, Inc. currently serve 92 of the top 100 U.S. markets. The Nextel
National Network offers a fully integrated wireless communications tool with
digital cellular, text/numeric paging and Nextel Direct Connect(R) - a digital
two-way radio feature. In addition, through Nextel International, Inc., Nextel
has wireless operations and investments in Canada, Mexico, Argentina, Brazil,
the Philippines, Peru, Japan and Shanghai, China. Please visit our web page at
http://www.nextel.com.
# # #
Nextel, the Nextel logo, and Nextel Direct Connect are trademarks and/or service
marks of Nextel Communications, Inc. Motorola and iDEN are registered trademarks
of Motorola, Inc.
